-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vy3cY+BvDTWify4AG2AwDBSfa3t3jhh0LA/jW6K931aE83+s1QFw2SUuCOg1oowH yopM98adCaRwbTWeiWxN4Q== 0001157523-06-004490.txt : 20060503 0001157523-06-004490.hdr.sgml : 20060503 20060503070028 ACCESSION NUMBER: 0001157523-06-004490 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTIGENICS INC /DE/ CENTRAL INDEX KEY: 0001098972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061562417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29089 FILM NUMBER: 06801459 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-994-8200 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 8-K 1 a5139079.txt ANTIGENICS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2006 Date of Report (Date of earliest event reported) - -------------------------------------------------------------------------------- ANTIGENICS INC. (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- DELAWARE 000-29089 06-1562417 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 630 Fifth Avenue, Suite 2100 New York, NY 10111 10111 (Address of principal executive offices) (Zip Code) 212-994-8200 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On May 3, 2006, Antigenics Inc. announced its financial results for the quarter ended March 31, 2006. The full text of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this current report on Form 8-K. Item 2.05 Costs Associated with Exit or Disposal Activities On March 24, 2006, Antigenics Inc. announced its plan to restructure the Company with the goal of reducing its burn rate. In April, the Company initiated the implementation of its restructuring plan. During the quarter ending June 30, 2006, the Company will eliminate 42 positions and has estimated its costs related to this reduction to be approximately $535,000. Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibit is furnished herewith: 99.1 Press Release dated May 3, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANTIGENICS INC. Date: May 3, 2006 By: /s/ Garo H. Armen ----------------- Garo H. Armen, Ph.D. Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated May 3, 2006 EX-99.1 2 a5139079ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Antigenics Reports First Quarter 2006 Financial Results NEW YORK--(BUSINESS WIRE)--May 3, 2006--Antigenics Inc. (NASDAQ: AGEN) reported results today for the quarter ended March 31, 2006. The company incurred a net loss attributable to common stockholders of $16.3 million, or $0.36 per share, basic and diluted, for the first quarter of 2006, compared with a net loss attributable to common stockholders in the first quarter of 2005 of $18.2 million, or $0.40 per share, basic and diluted. Reflecting continued activity and shifting emphasis in the company's product candidate portfolio, Antigenics incurred reduced research and development costs of $9.7 million for the quarter ended March 31, 2006, compared with $11.3 million for the quarter ended March 31, 2005. General and administrative expenses decreased to $6.3 million in the quarter ended March 31, 2006, from $6.8 million in the comparable period last year. Cash, cash equivalents and short-term investments amounted to $44.5 million on March 31, 2006. As a result of the adoption, effective January 1, 2006, of Statement of Financial Accounting Standards No. 123R, related to the expensing of stock-based compensation, Antigenics incurred a non-cash charge of $0.9 million, or $0.02 per share, basic and diluted, in the first quarter of 2006. Of this charge, $0.3 million was included in research and development costs, and $0.6 million was included in general and administrative expenses. "The first quarter has been a transitional period for Antigenics, as we position the company to operate at a lower burn rate for the balance of the year. In addition, our priorities are to complete the in-depth analysis of our Phase 3 renal cell carcinoma trial and continue to pursue our Phase 1 and preclinical programs as well as partnering activities," said Garo H. Armen, PhD, chairman and CEO of Antigenics. Corporate Update -- In March, Antigenics announced top-line results that its Phase 3 study of Oncophage(R) (vitespen) in nonmetastatic kidney cancer did not meet its endpoints. -- An in-depth analysis of data from the Phase 3 kidney cancer trial is expected to be completed in late May, and the results will be discussed with the US Food and Drug Administration and a panel of experts. At the conclusion of these meetings, the results will be made public, and development plans for Oncophage as a monotherapy and in combination therapy for various cancer indications will be updated. -- Updated results of the final analysis of Antigenics' Phase 3 study of Oncophage in metastatic melanoma are planned for release in the second quarter of 2006. -- Enrollment continues in Phase 1 studies of AG-707 in genital herpes and Aroplatin(TM) (L-NDDP) in solid tumors and B-cell lymphomas. -- An investigator-sponsored Phase 1/2 study of Oncophage in recurrent glioma, which is being conducted at the University of California, San Francisco, has fully enrolled its first cohort of patients. The second cohort is expected to begin enrolling next month. -- Antigenics continues to make progress in developing leads such as AU-801 for autoimmune diseases. -- In order to prudently manage its cash balances, Antigenics recently implemented a restructuring, resulting in a more focused product development effort and the elimination of 42 positions. This initiative should result in an estimated annualized net cash burn rate (cash used in operating activities plus cash from investing activities and debt repayments), based on our current plans, of approximately $35 million from the third quarter of 2006 onward. Antigenics' current cash resources are estimated to be sufficient to fund the company's operations through mid-2007. Conference Call Information Antigenics executives will host a conference call at 11:00 a.m. ET today. To access the live call, dial 888.271.9082 (domestic) or 706.679.7741 (international); the access code is 8085047. The call will also be webcast and will be accessible from the company's website at www.antigenics.com/webcast/. A replay will be available approximately two hours after the call through midnight ET on May 17, 2006. The replay number is 800.642.1687 (domestic) or 706.645.9291 (international), and the access code is 8085047. The replay will also be available on the company's website approximately two hours after the live call. About Antigenics Antigenics is a biotechnology company working to develop treatments for cancers, infectious diseases and autoimmune disorders. The company's investigational product portfolio includes Oncophage(R) (vitespen), a patient-specific therapeutic cancer vaccine being evaluated in several indications; Aroplatin(TM) (L-NDDP), a liposomal, third-generation platinum chemotherapeutic; ATRA-IV, a liposomal retinoic acid; AG-707, a therapeutic vaccine for the treatment of genital herpes; AU-801, a preclinical program targeting autoimmune disorders; and QS-21, an adjuvant being evaluated by Antigenics' corporate partners in several late-stage clinical trials. For more information, please visit www.antigenics.com. This press release contains forward-looking statements, including statements regarding the company's ongoing analysis of the Oncophage Part 1 kidney cancer trial data; the planned release of such data and the future development of Oncophage; the company's plans for restructuring and reduction of its burn rate; its future preclinical and Phase 1 clinical programs involving Aroplatin, AG-707 and AU-801; and its collaborative partnering activities. These risks and uncertainties include, among others, the risk of unfavorable data resulting from the analysis of the Oncophage Part 1 kidney cancer trial data; retention of key employees; clinical trial enrollment; decisions by collaborative partners; decisions by regulatory agencies; timing and results of preclinical studies; and the factors described under Factors That May Impact Future Results in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of Antigenics' Form 10-K as filed with the Securities and Exchange Commission on March 15, 2006. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Antigenics' business is subject to substantial risks and uncertainties, including those identified above. When evaluating Antigenics' business and securities, investors should give careful consideration to these risks and uncertainties. Summary Consolidated Financial Information Condensed Consolidated Statements of Operations Data (in thousands, except per share data) (unaudited) Three months ended March 31, 2006 2005 --------- --------- Revenue $60 $120 Operating expenses: Research and development 9,672 11,304 General and administrative 6,328 6,800 --------- --------- Operating loss (15,940) (17,984) Other expense, net (179) (19) --------- --------- Net loss (16,119) (18,003) Dividends on Series A convertible preferred stock (198) (198) --------- --------- Net loss attributable to common stockholders $(16,317) $(18,201) ========= ========= Per common share data: Net loss attributable to common stockholders, basic and diluted $(0.36) $(0.40) Weighted average number of common shares outstanding, basic and diluted 45,702 45,563 Condensed Consolidated Balance Sheet Data (in thousands) (unaudited) March 31, December 31, 2006 2005 --------- ---------- Cash, cash equivalents and short-term investments $44,459 $61,748 Total assets 84,019 104,151 Total stockholders' equity 16,710 31,899 CONTACT: Antigenics Inc. Investor Relations: Shalini Sharp, 800-962-2436 ir@antigenics.com or Corporate Communications: Sunny Uberoi, 212-994-8206 suberoi@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----